Good day, ladies and gentlemen, and welcome to the Third Quarter 2011 Discovery Communications, Inc. Earnings Conference Call. My name is Brian, and I will be your operator for today's event. [Operator Instructions] As a reminder, this call is being recorded for replay purposes. I would like to now turn the call over to Mr. Craig Felenstein, Senior Vice President, Investor Relations. Please proceed, sir.

Thank you, Brian. Good afternoon, everyone, and welcome to Discovery Communications Third Quarter 2011 Earnings Call. Joining me today is David Zaslav, our President and Chief Executive Officer; Peter Liguori, our Chief Operating Officer; and Brad Singer, our Chief Financial Officer. Hopefully, you have all received our earnings release but if not, feel free to access it on our website at www.discoverycommunications.com. On today's call, we will begin with some opening comments from David and Brad, after which we will open the call up for your questions. We urge you to please keep to 1 to 2 questions so we can accommodate as many folks as possible. Before we start, I would like to remind you that comments today regarding the company's future business plans, prospects and financial performance are forward-looking statements that we make pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are made based on management's current knowledge and assumptions about future events, and they involve risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, the company disclaims any intent or obligation to update them. For additional information on important factors that could affect these expectations, please see our Form 10-K for the year ended December 31, 2010, and our subsequent filings made with the U.S. Securities and Exchange Commission. And with that, I'll turn it over to David.

Thanks, Craig. Good afternoon, everyone, and thanks for joining us. Discovery's sustained financial momentum continued during the third quarter as the power of our brands and the value of our content to viewers, distributors and advertisers translated into double-digit revenue and adjusted OIBDA growth. I discussed last quarter how Discovery's focused investment in content remains a strategic imperative. The financial results we delivered this quarter demonstrate how strengthening our existing brands and building new genres creates value and drives organic growth. Domestically, the appeal of our programming allowed us to continue to take advantage of the sustained strength in the ad market and begin to meaningfully leverage our 25-year programming library across emerging distribution platforms. Internationally, our diverse content offerings and the unparalleled breadth and depth of our global distribution platform enabled us to capitalize on the continued rapid penetration of Pay TV around the world while also leveraging the strong ad environment. Demand for high quality programming has never been higher, with more platforms than ever before looking to distribute both current and library programming to consumers across multiple delivery mechanisms. There has never been a better time to be in the content business. People are watching more TV over multiple platforms. And because we own almost all of our programming, Discovery is particularly well positioned to take advantage of these opportunities. Our recently announced deal with Netflix is a good example of this. We were able to generate significant value from library content, mostly 18-months-plus old, while retaining flexibility with regards to our other distributors. A significant portion of the revenues were recognized in the current quarter, but revenues from this transaction will continue to enhance our affiliate growth rates over the 2-year deal as we deliver additional content and for an additional year if we exercise our…

Thanks, David. Discovery continued to deliver robust revenue and adjusted OIBDA growth in the third quarter as a favorable operating environment enabled us to enjoy double-digit global ad growth and strong international subscriber gains, while the strength of our content enabled us to enhance our domestic distribution revenues through an expanded digital licensing agreement. Total revenues increased 18% compared to the prior year, led equally by 19% revenue growth from each of our domestic and international operations. Please note that the current quarter includes $77 million in revenues from our expanded licensing agreement with Netflix, and the prior year includes $19 million in revenues from the Discovery Health Network. Pro forma for the Discovery Health Network and excluding the increment licensing revenues and currency fluctuations, our company revenue growth was 10%. Excluding currency fluctuations, our total operating expenses in the quarter increased 17% compared to the prior year primarily due to $24 million of higher content impairment charges related to our U.S. networks and $11 million of additional expense related to the expanded licensing agreement. The increase also reflects the higher content amortization that we have highlighted previously as well as the timing of marketing. As a result of our ability to generate strong global revenue growth, we increased our adjusted OIBDA 15% to $479 million compared to the prior year. Excluding the impact of foreign currency and the de-consolidated Discovery Health, adjusted OIBDA increased 17%. Net income from continuing operations increased 48% to $238 million, reflecting the improved operating performance and the incremental licensing revenue, offset by higher content impairment amortization as well as increased tax expense. Our earnings per share increased 59%, faster than the pace of growth of our earnings due to the 7% reduction of our outstanding shares compared to the prior year from our share…

[Operator Instructions] And your first question comes from the line of John Janedis from UBS.

David, I know it's early, but with YouTube's announcement last week that they've launched a fair amount of original content, it would seem as though the barriers of transfer for distribution of that content have been lowered. And I guess I'm wondering if that is potentially a move in this direction. How does it change the way you think about programming investment, if at all? And does it make the launch of newer networks like Velocity more challenging in theory?

Well, YouTube has been very successful over the years, and we've been able to grow our channels very effectively and build our brands at the same time that people are enjoying content on YouTube and on a lot of other platforms. We -- since we own all of our content, our strategy remains the same: quality content, strong characters, great stories and then we have the opportunity to take that on to all kinds of different platforms, including what we just did now with Netflix, a new window that's primarily 18 months and older. So as long as we continue to build our brands and tell great stories, we feel like we're really in a growth mode.

Okay. And just quickly on Oprah. Can you give us the update in terms of the investment there?

Sure. We added approximately $12 million to our -- to the balance of our investment during the quarter. $8 million was funded, and $5 million was accrued interest.

The next question comes from the line of David Bank of RBC Capital Markets.

Two questions. The first one is when you look at advertising growth domestically in terms of what you're seeing in 3Q versus 4Q, how big are the differences in drivers at the kind of pricing versus ratings level as drivers for 3Q versus 4Q? Could you talk about that a little bit? And secondly, you took a -- some accelerated amortization, a programming write-down in the third quarter on the domestic stuff, and I -- on the domestic division. And of any of the companies in the space, you guys probably monetize your content most across international territories. So why was the write-down restricted to the domestic side?

Sure, David. It's Brad. I'll take it from the question you had, pricing versus ratings. The majority of the increase of both the third and fourth quarter is due to pricing as well as a little bit more on sell-out. Ratings are basically a wash between the 2 quarters in terms of their contribution, so it's more a marketplace-driven environment. With regard to the question on where the impairment charge is, when we -- if you look at our year-to-date impairment because of the nature of our business is content, and it is uneven in how impairment is recognized as when the assets are -- no longer have a full value. And so year-to-date, we've impaired about $40 million of content in 2011, and year-to-date in 2010, it's been about $40 million. So it's just the timing of those and which quarter they fall is uneven, but year-to-date, they're about the same. With regard to domestic and international, it was primarily domestic this time. International has a lot of the same -- it uses -- it utilizes some of the same assets. And if -- when they feel and they evaluate their assets, they look at the values and whether it still is meaningful then, and they can generate revenues off it. And so that decision is made every single quarter as we look through our portfolios.

And the next question comes from the line of Michael Nathanson of Nomura.

I have one for David and one for Brad. David, let me start with you first. I know over the years, you really thought about how do you work with online distributors like Netflix, and I wonder what went on in your head to do the deal now? I mean, what kind of things were you seeing about your ratings or maybe how your distributors reacted to other people's deals? So what made you get larger with Netflix versus kind of where you guys were before? And how has your thinking changed on that subject?

Okay. Well, we were always very anxious to figure out how to monetize our library in a meaningful way. We just weren't -- we didn't see a business model that really worked. So Netflix has gotten some meaningful scale. And the idea of creating a new window of primarily 18 months and older really plays to our sweet spot, because we have all this content. We own all of the content. The deal is nonexclusive, so it gives us an opportunity to play in the same way with anybody else with that same window. It's not international. We did domestic only, because although Netflix and the other type players are expanding around the world, we're taking a hard look at where it makes sense. The economics were strong. And we were able to work with Netflix in getting some concessions on branding, which we thought -- the environment was important to us. We were able to get some of that. So when you put it all together, it's a big net positive for us in that we have all this content. We know how valuable it is. Doing a deal with Netflix that recognizes that value is -- gives us some additional meaningful economics. We're going to look and see how that plays out. We have flexibility in terms of content that's on there. We'll see how people consume it. But we were also -- created some flexibility in the deal in that it's a 2-year deal with a 1-year option on our side. And so, the hope is that Netflix does well and that this creates a whole new window for us that's very effective. It also -- we don't think it's going to interfere with our ability to continue or monetize our content and our brands in a very meaningful way in the traditional cable area. And then we have this additional window coming up of TV Everywhere, which represents newer content, both streamed content on other platforms and newer content. We haven't done any broad deals with operators on that yet. And under our existing deals, no distributors have the right to take our 13 channels on to TV Everywhere. But that's another window that we think could be advantageous because it's measured and it's authenticated and it presents another opportunity. So all these opportunities for content deployment with good economics and value, I think, presents an opportunity for real growth for us.

Can I follow up and that will go to Brad. Does that -- that sort of window of selling TV Everywhere, do you think this kind of sets principles in place that there's a separate value you guys have crystalized for your programming, is that what you're alluding to here?

Well, we have always felt that our content is valuable. And the fact that we have a very good relationship with our distributors, that relationship provides for our content to be provided through to the TV set. And so to the extent that offering our content on other platforms or being able to have a catch-up of 1 month, 2 months or 3 months of some of the best stuff on all of our channels is -- we think could be a real value to consumers. The distributors are very focused on providing it because they believe it could provide real value as well. And for us, we're very supportive of it. We just feel like we need to get value, and how we define value will come through the negotiations.

Okay. And to Brad, in the fourth quarter, what percentage of inventory is from the upfront versus what the third quarter looked like? So is there a meaningful step-up in inventory allocations to the upfront in the fourth quarter?

It is slightly more in the fourth quarter than in the third quarter.

Does that drive more on the pricing? Is that helpful in pricing?

It's helpful to the pricing, but the scatter market premiums are also fairly robust in the fourth quarter, very consistent levels with the third quarter in sort of percent of premiums.

Your next question comes from the line of Jessica Reif Cohen from Merrill Lynch.

I just wanted to clarify something on the Netflix deal. Were the costs only $11 million, the costs that you highlighted in the release? Or were there other -- I mean is it possible that the margin was 86%?

That was the cost that we allocated, Jessica. We took a portion of our existing programming assets on our balance sheet, and we allocated an expense related to it, to the rest.

Okay. And then I mean, Brad, how should we think about ongoing costs? You had the impairment charge, which you said is -- I mean you had it last year as well. But just as we look forward, how should we think about margins, particularly in the U.S. side of the business? Can you just give us some color on kind of the cost pressures you are seeing?

Sure. If you look at the U.S., this quarter was a little bit of an aberration because we had catch-up of amortization. And so now you're going to have the amortization for the programming costs, or cost of revenues grow roughly in line with our cash spend, which is going to be in the 7% to 8%-ish range is where our cash spend has been in content. In terms of our SG&A costs, we had swapped some marketing costs from the first quarter into the third quarter of this year. So overall, our SG&A have been growing in the low single digits. And so from a domestic point of view, that's been about the run rate of how we've been running.

And just one last question. When do your new affiliate deal start to roll through? I mean David just talked about TV Everywhere, which are part of your next, I guess, next contract negotiations. Can you just talk about how you're feeling about kind of the -- it sounds like there's going to be increased value for TV Everywhere, but is the timing 2012 or is it much later?

It really depends. We don't have any big deals coming up until the end of 2012 and then they kind of lay in from 2012 forward. The idea of doing something nearer term on TV Everywhere are discussions that we're having. The distributors are very keen to roll out TV Everywhere. We're participating in a number of the tests. And whether we do or not will depend on how quickly they can deploy it and we can get it measured. Today, it is measured on the computer, but it's not measured on pads. So how quickly could they get measured and how quickly could we, in the content business, come up with the right valuation between us and the distributors so that we can provide it. On a worst-case basis, it would be likely dealt with as part of a renewal at that later date. And there's possibility it might happen before.

And your next question comes from the line of Jason Bazinet from Citi.

I just had a quick question on ratings. While the ID ratings are quite good, there is some concern, I think, on the Street about your flagship network, Discovery, having some ratings declines. Do you mind just spending a second in sort of highlighting the 1 or 2 shows that have caused the ratings decline and sort of the prospect over the next 12 months?

Okay, just to give you a sense. First, October has been quite strong for us. We're up about 11% in the aggregate for October. And so we come into the quarter with some good momentum. We just launched on Friday 2 shows for us that have been very strong, Gold Rush and Flying Wild Alaska. The piece that hurt us really a little bit is some year-over-year comparative data and that's that Deadliest Catch actually did very well when you look at it versus any other year. It was on par. It showed growth. But the sixth season had one of the very popular captains actually got sick and passed away. And so there was a huge spike. And so there was a little bit of CAGR issue with that. And then we have Friday nights where we do survival programming, which was the Man Versus Wild, Dual Survivor (sic) [Dual Survival], and it was -- a portion of the year, we do Gold Rush and for a portion of the year we do Survival. The Friday night just wasn't working as well this year. And we haven't figured out yet exactly why. We're talking to the audience. But more importantly, we've now rolled in Flying Wild Alaska and Gold Rush and Friday night right now is looking up and better. And so we'll have to figure out what we do with Friday night and whether we go back to Survival.

And your next question comes from the line of Richard Greenfield of BTIG.

Two pieces. One just a follow-up on Michael's question earlier. When you think about the amount of value you got from Netflix, it would seem like you and many others in your peer group are starting to sell pretty aggressively to Netflix catalog content, and when you think about how many hours in the day they are to watch programming, either you're getting a great deal and Netflix is overpaying or people are going to start watching more and more content, older content instead of watching newer content when it's airing live or when it's on a DVR, watching Live+3. And just wondering how you think about that trade-off. Do you actually worry about a significant shift of viewership from live to either a season delayed or multiple seasons delayed because there's great programming being made available on a delayed basis on Netflix, and the risk reward there. And then two, Brad, could you give us an update on what Oprah financials look like? I know you talked about your investment, but is there a way to think about the actual financial side of Oprah is generating or what OWN is doing today in totality?

Okay, Rich, I'll take the first one. On Netflix, candidly, nobody knows. What we do know is, so far, and we -- this isn't our first foray with Netflix. We had a deal with them with some content. We couldn't find through our research any discernible degradation. In fact, Netflix homes -- the people that consume a lot of content on Netflix were over indexing in terms of how they consume TV and how they consume us. But that's just directional. There isn't enough data out there. When I ran syndication and the cable group at NBC, on the syndication side, there was some thinking that, hey, when you syndicate a show, then the ratings of the original is going to go down. Well, in many cases, in most cases, we found that when we syndicated the shows, that -- and then we brought back the originals, that the ratings went up. Is that going to happen now with Netflix? We don't know. We don't have -- we have older seasons of shows. So if somebody watches an older season of Gold Rush or an older season of Deadliest Catch, is that going to get them more excited about coming back in and watching more of our shows? We don't know. We're going to watch it. We're going to look at it. We're going to get as much data as we can. Our inclination is that this will not be a degradation issue, but we do -- one of the reasons why we provided this flexibility of one-way extension after 2 years is: One, 2 years is up before any of our deals come up, so we could take a look at how is this affecting us. And two, it gives us a chance, if we find that it's going very well, to just very cleanly optionally pick up the next year. So we're going to see, and we'll keep you posted.

And Rich, just following up on your Oprah question. While we don't disclose the financials of any of our joint ventures, it is negative cash flow so we are still funding it. And in our equity pickup line -- and we did pick up a small loss related to it. So these are the 2 financial elements I would point to.

Is there any way to think about though, kind of where -- maybe just update us where is distribution today in terms of total subscribers? And is there any like high level revenue number to think about just so we -- there's some way obviously you're really not getting any value in your EPS at the moment from the OWN network, but obviously there is a substantial value. Is there any way you can kind of help us think about that value?

Well, we don't disclose total revenues. It's still -- at this point, it's still primarily advertising-driven is the revenue streams.

But the way to think of it is you got 2 tent poles, which is -- we have the advertisers that have been supportive and have re-upped. We have distributors a number of them we've done deals with and there's a number that we haven't yet. And the challenge for us right now is putting really good content that nourishes the brand, that goes at -- that drives the Oprah brand and really supports this idea of living your best life. So what we're putting on the air now, Oprah is doing Lifeclass everyday at 8:00. In that time period, we're up 125% versus last year. We got fresh content with Rosie everyday at 7:00, and that's up 65%. We have a lot of activity on oprah.com, we have over 3 million streams in Lifeclass. And what we're getting is this feedback of, okay, I get it, we have our content that's on brand, whether it be Lisa Ling or Sweetie Pie's. This is -- we're starting to swing in a positive direction in terms of getting people to spend time with us. And like we said all along, this is going to take us some time. In January, Oprah, herself, will launch with more of an entertainment-type show, which is Oprah's next chapter, a broader appeal-type show. And then we have a lot of other development. But those are the 3 pieces: Continue to drive the advertising -- the advertisers that are with us and have been supporting, work over the next couple of years on the distribution subscribers side. But most importantly, nourish the audience that loves the Oprah brand, the great brand that we've gotten behind that we have so much confidence in.

And your next question comes from the line of Spencer Wang of Credit Suisse.

Two questions. First, for Brad, I just want to clarify how we should think about the Netflix revenue stream in the subsequent quarters to 3Q. That 200 to 300 basis point I think uplift to U.S. affiliate revenue, is that going to be relatively ratable over the rest of the term of the deal, or will it be lumpier just depending on the timing of when shows are made available? And is 85% a good kind of margin assumption like you saw in the third quarter? And then maybe the second question for David or perhaps Peter, if the NBA lockout persists longer, do you guys envision that would have a positive impact to some of your more male-skewing networks?

Okay, Spencer, with regard to your question on Netflix, it'll be -- the 200 to 300 basis points will be on average, so we'll be lumpier as we do deliver product. And the margin assumption again will be lumpier depending on what that asset mix, but it should be within that relevant range.

And look, on the NBA front, male audience available is an opportunity for us. We do have an overlap with sports viewership. It should work out to our advantage, but we're taking a wait-and-see attitude.

And Peter, do you thin that that's helping you in the fourth quarter at all yet?

It's not -- there's not a lot of that in our numbers.

Yes, it's not on the advertising activity front, no.

And your next question comes from the line of Ben Swinburne from Morgan Stanley.

Brad, going back to program amortization growth, we haven't seen the details, I don't think the Q is out. But it seems like it accelerated a decent amount in the third quarter from the first half. You mentioned that catch-up, and I guess I'm surprised a little bit about the quarter-to-quarter volatility. I don't know if you could comment a little bit more into sort of what happened there? And then you had mentioned high singles going forward, do you expect that to be pretty smooth as you move through the next, I don't know, 3 or 4 quarters?

Ben, the Q will be filed tomorrow morning, so you'll have it then. With regard to the amortization, it's been fairly consistent how it stepped up throughout the year. It's been almost a sequential $10 million greater each quarter domestically. And it was consistent with our guidance, exactly how we laid it out. So at this point, you're at a much more now normalized moving into the fourth quarter going forward, and that will be that kind of the high -- that 7% to 8%-ish growth rate of cost of revs.

Okay. And then maybe just a question for the team and whoever wants to answer it. The licensing revenues you've generated here from Netflix, I mean there's not a lot of businesses out there that can generate 80% incremental revenues, and I know everyone is sort of trying to figure how real this all is. But does this entice you to spend more on programming because you've just -- you're seeing sort of new windows being created right in front of you, most of which deal with sort of building a library of content that's pretty powerful at least on the online front and then you mentioned TV Everywhere. It's sort of all tied together to powerful programming that you guys have. You've always said that the best invested -- the best return on capital investment opportunity you have is your own programming. It seems like that's never been more true. And then sort of an absolutely contradictory comment I'd love to get your thoughts on, is one of the numbers in the Netflix investor letter that kind of scared me a little bit was the 8% contribution margin they talked about on the streaming. I think a lot of us feel like there's more Netflix out there. We always talk about Amazon, they started to do some business, but how do you guys think about the opportunity set beyond Netflix given sort of all the moving pieces out there on online distribution and sort of touching on Rich's question, but maybe sort of adding more to it.

On the investment in programming, we don't really see -- the new window really doesn't play into our focus. Our focus is really investment be thoughtful and we have a very kind of rigid investment base, focused on how we spend money on content. And it's all on success. So we're spending more money on ID. We're spending more money on science because it's growing. We spend more money on TLC because we were able to drive it around the world. And so where we can see growth, we're going to continue to invest in our content and it's -- you've seen a meaningful increase in that investment. On the new platforms, we've always been platform agnostic. We're about quality content that satisfies curiosity that we could take around the world and put on any platform. We held back on the web because we just didn't see the model. So we are rooting for a lot -- we're rooting for Netflix. It's an attractive platform. We're also rooting for a lot of the other players that are getting into this space because it provides more value for us, more bites, more people that could see our content, more economics that we can get for our content. And so, for us, this is just another manifestation of the fact that it's a good time to be in the content business, particularly if you own your content.

And your next question comes from the line of Anthony DiClemente of Barclays Capital.

I just have one question for the team, it has to do with the guidance for re-acceleration in ad revenue growth. And it seems to imply a pretty robust pricing in the spot market and I just -- I'm just trying to square away in my own mind, how much of this is advertiser demand and how much of it is scarcity of supply across the system, a couple of the other questions alluded to that. But if I look across cable TV, it's not just Discovery, but there are a lot of other of your competitors that are suffering from ratings declines. And so I think back to where we were sort of the broadcast networks a number of years ago where viewership was declining, but pricing increases were making up for that because the more and more audience fragments, the harder and harder it is to reach a mass media audience and therefore the higher and higher an ad buyer would pay for that CPM in order to reach that audience. And I wonder if we're getting to that point in the world of cable television. And so I'm just wondering if you could, on a near-term basis, comment on whether it's demand versus supply scarcity on 4Q pricing? And then longer term, maybe talk about the possibility of that longer-term trend?

Okay, well, just in terms of a macro point, year-to-date, across our domestic platform, we're up a little bit more than 3%. In the past several years, we've invested more in content, but we've been able to grow market share and we're convinced that we're going to be able to continue to grow market share domestically and around the world. Let me have Brad speak to the specifics of the scatter market and the economics. A big piece of it, Anthony, is that it's happened pretty much over the last couple of years that as broadcast viewership declines, that it provides -- the broadcasters end up either out of sale or with less inventory. And the presents some significant pressure in a positive way for us on the cable content side of the business. And it has happened, that doesn't mean it's going to happen in the fourth quarter or in the first quarter of next year, but it has happened. And if broadcast continues to decline, that presents a real opportunity, particularly where broadcast is still on a CPM basis, garnering 35% or more increases in terms of CPI differential between broadcast and cable. So if there is headwind in a market where there's no longer sub-growth, it's the CPM differential between broadcast and cable, particularly in environments where on a regular basis, cable, including Discovery on a Friday night, could be beating broadcast networks and still trading at a discount.

And Anthony, to answer your question with demand versus scarcity, I mean if you think about the fourth quarter, we are building off a higher upfront base. So you're starting off high single-digit, low double-digit increase and then you're taking premiums to that increase and so that provides you with a little bit more acceleration from where you were in the third quarter. Scarcity may play some role in that, it's in the spot market but you're also building off just a higher absolute base of pricing. Does that make sense?

Your next question comes from the line of Tuna Amobi from Standard & Poor's.

I have a few as well, if I may. So the first question is on ID, I think it was David that recently alluded to just about 30% of the audience just knowing that they have ID, which is mind-boggling when you think about the upside on the other 70%. So I guess the question is, as you now kind of approach full distribution on ID, are there any international markets perhaps where you see that this crime formula can be successfully exported or replicated either kind of on a stand-alone basis or perhaps in joint venture with a local partner?

Yes. Well, ID, we have already begun to roll it out outside of the U.S. and we're finding some meaningful success and we do plan on accelerating that. Whether we do it by ourselves or whether we do it in some markets with a local partner to provide more local content, we haven't determined that yet. We tend to like to do it ourselves. We have a very good recipe. Our content is strong, our library is strong. We've already tested it in a number of markets and it's working. And so we think that over time, it could be a very nice leg for us to build on what's already a very robust international platform, which as you could see from this quarter, continues to accelerate and grow for us, which is a big differentiator, our international business. And the fact that ID works well, it joins Animal Planet, Science and Discovery as being channels that we could really amortize over bigger markets in the longer term.

Okay. And separately with regard to the Education business, I think the past years have seen some -- it seems like a fair number of acquirers, potential acquirers looking to do some deals in that segment. Is there any reason why Discovery needs to be in that Education business at this time? Or is this perhaps a good time to try to monetize that asset and kind of take what you could get?

Our Education business is profitable. We're the leader in digital content into the classroom. If there's a computer in the classroom, we reach 95% of that. It's a very gated community in that if you wanted to try and replicate that distribution, you'd have to go school district by school district to do it. So it's a very valuable path into teachers and into the classroom. The economics aren't compelling, but the ability to reach and make an impression on both teachers and students throughout America is strong. It also has been a nice lead horse for us in terms of STEM. We're working very effectively with Dr. Holdren and with Obama with respect to STEM. We're a leader in Science. And with Secretary Duncan, and we're finding that being in Education also helps us around the world. A lot of what we own in Education is not -- 80% of it is not our actual video content. It's curriculum-based, science, social studies and education material. And so when we go around the world being able to have a discussion about where we are with digital content and the ability -- we provide -- we find that often it's a helper. So net-net, it's good for us to be that in that business. It feels good to be in the business, and I think it helps us.

And your next question comes from the line of Alan Gould of Evercore Partners.

I've got 2 questions. David, what is the size of your library? And what's the number of hours you licensed to Netflix? And Brad, could you just give us scatter versus scatter for the 3Q, and how that's pacing for 4Q?

We don't disclose the numbers. We have a 25-year library. We own almost all of it. And in terms of the percentage that was in the Netflix deal, it's not -- the percentage isn't large. But we tried to be thoughtful with Netflix as to what content we put on there to provide value to the users. So there's a lot that isn't in there. All of it is nonexclusive, as I said. Brad?

Sure. With regard to scatter-to-scatter, it was up -- it really depends on networks. It's usually high single digits to double -- to teens and even low 20s, depending on which network when you compare year-on-year scatter. And that trend is somewhat similar scatter-to-scatter in the fourth quarter.

And your final question will come from the line of Michael Morris of Davenport.

Two questions. First, on the international side, double-digit ad growth in Western Europe certainly very impressive, particularly in light of the health of the economy over there and what we're seeing in general in the ad market place. Can you talk in a little more detail about -- I'm just trying to figure out, going forward, what this can look like. How much of that is share shift into Pay TV? How much of it is you being able to roll out incremental channels and a little more detail on pricing versus units, that will be helpful. And on ID, we've seen the ratings growth for quite a number of quarters now but this is the first time, at least that I can recall, that you've really highlighted the financial power that you're seeing in that. What happened in the third quarter to kind of kick that into gear? And when we look at the guidance for ad growth in the fourth quarter, how much is ID contributing to that? And how much of it is still your big 2 networks?

Let me take the first. ID is in there. It's not that significant. The opportunity for ID is that the CPM is still quite low and we've been working very hard, Joe Abruzzese and his team -- we have a team selling just ID. There's really nothing that's happened. It continues to grow. When we look at the fact that it's the #10 network in America, when you look in terms of all day rating, it's very powerful in terms of its reach and the amount of time people are spending with it. And so we have focused hard on how do we drive that CPM. I'd say we're in the second inning of that. And so we think we just have a lot of growth left on that asset. On international -- in Western Europe, it was mostly market share, I'm going to let Brad speak to it, but we launched a women's platform in Italy called Real Time and it's the #8 channel in all of Italy. And so by gaining market share, by launching whether it be TLC or Real Time or ID, in some of those markets, we've been able to gain some share and then monetize that. But Brad can give more specifics.

Yes, with regard -- it really was share shifting. Italy was a big part of that, as well as TLC and the other countries I mentioned. We also -- also it was a pretty good environment for Pay TV in terms of price for most of the markets. I think the one hot market we highlighted that was not as favorable is the U.K. and it is our largest market, so that offset a little bit of the growth that we are seeing in Western Europe. But it was a combination of the elements that you walked through.

Thank you, everybody, for joining us. And if you have any follow-up questions, feel free to give us a call.

Ladies and gentlemen, that concludes today's conference call. You may now disconnect your lines, and have a wonderful day.